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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
to
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
and
Amendment No. 1
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
@ ENTERTAINMENT, INC.
(Name of Subject Company)
UNITED PAN-EUROPE COMMUNICATIONS N.V.
BISON ACQUISITION CORP.
(Bidders)
Common Stock, par value $.01 per share
(Title of Class of Securities)
045920105
(CUSIP Number of Class of Securities)
Anton H.E. van Voskuijlen
United Pan-Europe Communications N.V.
Fred. Roeskestraat 123
P.O. Box 74763
1070 BT Amsterdam, The Netherlands
(31) 20-7789840
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
Copy to:
William F. Wynne, Jr., Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8200
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<PAGE>
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 and Statement on Schedule 13D filed on June 8, 1999 (as amended
and supplemented, the "Schedule 14D-1/13D") relating to the offer (the "Offer")
by Bison Acquisition Corp. (the "Purchaser"), a Delaware corporation and a
wholly owned subsidiary of United Pan-Europe Communications N.V., a public
company with limited liability incorporated under the laws of the Netherlands
("Parent"), to purchase all of the issued and outstanding shares of Common
Stock, par value $.01 per share (the "Common Stock"), of @ Entertainment, Inc.,
a Delaware corporation (the "Company"), at a price of $19.00 per share, net to
the seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated June 8, 1999 and the related
Letter of Transmittal, as they may be amended from time to time. The item
numbers and responses thereto below are in accordance with the requirements of
Schedule 14D-1. Capitalized terms used herein and not otherwise defined have the
meanings ascribed thereto in the Offer to Purchase.
Item 10. Additional Information.
Item 10(f) is hereby amended to add at the end thereof the following:
The third paragraph of Section 7--"Certain Information Concerning the
Company--Cautionary Statements Concerning Forward-Looking Statements" of the
Offer to Purchase is hereby amended and restated in its entirety to read as
follows:
"In addition, the Projections were not prepared in accordance with
generally accepted accounting principles, and neither the Company's nor
Parent's independent accountants have examined or compiled any of the
Projections or expressed any conclusion or provided any other form of
assurance with respect to the Projections and accordingly assume no
responsibility for the Projections. The Projections were prepared with a
limited degree of precision, and were not prepared with a view to public
disclosure or compliance with the published guidelines of the Commission or
the guidelines established by the American Institute of Certified Public
Accountants regarding projections, which would require a more complete
presentation of data than as shown above. The inclusion of the Projections
herein should not be regarded as a representation by Parent and the
Purchaser or any other person that the projected results will be achieved.
In particular, Parent and the Company may apply differing accounting
methods to various aspects of their businesses, including the treatment of
certain equipment provided to subscribers. The Projections should be read
in conjunction with the historical financial information of the Company
included above. Neither Parent nor the Purchaser assumes any responsibility
for the accuracy of the foregoing Projections. Forward-looking statements
also include those preceded by, followed by or words "believes", "expects",
"anticipates" or similar expressions. Such statements should be viewed with
caution."
The first sentence of the final paragraph of Section 8--"Certain
Information Concerning the Purchaser and Parent" is hereby amended and restated
in its entirety to read as follows:
"The financial data relating to Parent set forth below are presented
in Dutch Guilders ("Guilders" or "NLG") and are prepared in accordance with
accounting principles generally accepted in the United States."
The final paragraph of Section 2-- "Acceptance for Payment and Payment for
Common Stock" and Section 14--"Conditions of the Offer" of the Offer to Purchase
are each hereby amended to add to the end thereof the following:
"Notwithstanding the fact that the Purchaser reserves the right to assert
the non-occurrence of a condition set forth in Section 14, following
acceptance for payment of Shares but prior to payment for Shares, in order
to delay payment or cancel its obligation to pay for properly tendered
Shares, the Purchaser understands that all conditions to the Offer, other
than receipt of necessary regulatory approvals, must be satisfied or waived
prior to the Expiration Date."
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: June 24, 1999 UNITED PAN-EUROPE COMMUNICATIONS N.V.
By: /s/ Mark L. Schneider
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Name: Mark L. Schneider
Title: Chairman of the Management Board
and Chief Executive Officer
Dated: June 24, 1999 BISON ACQUISITION CORP.
By: /s/ Anton H.E. van Voskuijlen
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Name: Anton H.E. van Voskuijlen
Title: Vice President
